Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | AMERI Holdings, Inc. | |
Entity Central Index Key | 0000890821 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,737,001 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,087,691 | $ 431,400 |
Accounts receivable | 7,294,578 | 6,384,148 |
Other current assets | 886,999 | 783,606 |
Total current assets | 10,269,268 | 7,599,154 |
Other assets: | ||
Property and equipment, net | 104,905 | 83,128 |
Intangible assets, net | 2,487,316 | 3,584,221 |
Acquired goodwill | 13,729,770 | 13,729,770 |
Operating lease right of use asset, net | 906,995 | 286,161 |
Deferred income tax assets, net | 8,170 | 8,879 |
Total other assets | 17,237,156 | 17,692,161 |
Total assets | 27,506,424 | 25,291,315 |
Current liabilities: | ||
Line of credit | 2,337,246 | 2,881,061 |
Accounts payable | 4,867,360 | 4,696,352 |
Other accrued expenses | 1,924,468 | 1,989,894 |
Operating lease liability | 208,663 | 120,052 |
Paycheck Protection Program Loan | 1,729,600 | |
Convertible notes | 1,000,000 | |
Consideration payable - cash | 2,496,000 | |
Debenture Liability | 1,165,342 | |
Dividend payable | 535,968 | 320,298 |
Total current liabilities | 12,768,647 | 13,503,657 |
Long term liabilities: | ||
Operating lease liability, net | 708,237 | 169,897 |
Economic Injury Disaster Loan | 149,900 | |
Short term Loans | 1,000,000 | 1,000,000 |
Total long term liabilities | 1,858,137 | 1,169,897 |
Total liabilities | 14,626,784 | 14,673,554 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 1,000,000 authorized, 424,938 issued and outstanding as of June 30, 2020 and December 31, 2019. | 4,249 | 4,249 |
Common stock, $0.01 par value; 100,000,000 shares authorized, 5,163,265 and 2,522,095 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 51,633 | 25,221 |
Additional paid-in capital | 56,869,527 | 51,040,296 |
Accumulated deficit | (44,085,632) | (40,512,017) |
Accumulated other comprehensive income (loss) | 39,863 | 60,012 |
Total stockholders' equity | 12,879,640 | 10,617,761 |
Total liabilities and stockholders' equity | $ 27,506,424 | $ 25,291,315 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 424,938 | 424,938 |
Preferred stock, shares outstanding | 424,938 | 424,938 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 5,163,265 | 2,522,095 |
Common stock, shares outstanding | 5,163,265 | 2,522,095 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 8,254,941 | $ 11,015,057 | $ 17,857,469 | $ 21,701,253 |
Cost of revenue | 6,436,811 | 8,632,882 | 14,157,773 | 17,179,114 |
Gross profit | 1,818,130 | 2,382,175 | 3,699,696 | 4,522,139 |
Operating expenses | ||||
Selling, General and administration | 2,470,723 | 3,296,041 | 5,395,241 | 6,173,350 |
Depreciation and amortization | 533,863 | 562,570 | 1,093,486 | 1,123,587 |
Operating expenses | 3,004,586 | 3,858,611 | 6,488,727 | 7,296,937 |
Operating Income (loss) | (1,186,456) | (1,476,436) | (2,789,031) | (2,774,798) |
Interest expenses | (372,288) | (156,660) | (532,348) | (299,214) |
Changes in fair value of warrant liability | 388,552 | (61,715) | ||
Others, net | 2,811 | 4,566 | 2,811 | 4,566 |
Income (loss) before income taxes | (1,555,933) | (1,239,978) | (3,318,568) | (3,131,161) |
Income tax benefit(expenses) | (17,485) | (16,590) | (39,377) | 14,621 |
Income (loss) after income taxes | (1,573,418) | (1,256,568) | (3,357,945) | (3,116,540) |
Net Income (loss) attributable to the Company | (1,573,418) | (1,256,568) | (3,357,945) | (3,116,540) |
Dividend on preferred stock | (107,835) | (106,234) | (215,670) | (211,939) |
Net Income (loss) attributable to common stock holders | (1,681,253) | (1,362,802) | (3,573,615) | (3,328,479) |
Other comprehensive income (loss), net of tax | ||||
Foreign exchange translation | 15,354 | (18,141) | (20,149) | 573 |
Total Comprehensive Income (loss) | $ (1,665,899) | $ (1,380,943) | $ (3,593,764) | $ (3,327,906) |
Basic income (loss) per share | $ (0.48) | $ (0.67) | $ (1.03) | $ (1.73) |
Diluted income (loss) per share | $ (0.48) | $ (0.67) | $ (1.03) | $ (1.73) |
Basic weighted average number of common shares outstanding | 3,518,118 | 2,027,095 | 3,482,286 | 1,925,009 |
Diluted weighted average number of common shares outstanding | 3,518,118 | 2,027,095 | 3,482,286 | 1,925,009 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-In Capital [Member] | Foreign Currency Translation Reserve [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 16,932 | $ 4,207 | $ 45,129,214 | $ 86,997 | $ (34,478,253) | $ 10,759,097 |
Balance, shares at Dec. 31, 2018 | 1,693,165 | 420,720 | ||||
Net loss for the period | (3,328,478) | (3,328,479) | ||||
Other comprehensive income (loss) | 573 | 573 | ||||
Shares Issued towards earnout | $ 1,316 | 603,907 | 605,223 | |||
Shares Issued towards earnout, shares | 131,570 | |||||
Exercise of Warrants (PIPE series A&B) | $ 2,720 | 2,331,590 | 2,334,310 | |||
Exercise of Warrants (PIPE series A&B), shares | 271,972 | |||||
Stock Compensation expenses | 490,175 | 490,175 | ||||
Balance at Jun. 30, 2019 | $ 20,968 | $ 4,207 | 48,554,887 | 87,570 | (37,806,731) | 10,860,900 |
Balance, shares at Jun. 30, 2019 | 2,096,708 | 420,720 | ||||
Balance at Dec. 31, 2018 | $ 16,932 | $ 4,207 | 45,129,214 | 86,997 | (34,478,253) | 10,759,097 |
Balance, shares at Dec. 31, 2018 | 1,693,165 | 420,720 | ||||
Net loss for the period | (6,033,766) | |||||
Balance at Dec. 31, 2019 | $ 25,221 | $ 4,249 | 51,040,296 | 60,012 | (40,512,017) | 10,617,761 |
Balance, shares at Dec. 31, 2019 | 2,522,095 | 424,938 | ||||
Net loss for the period | (3,573,615) | (3,573,615) | ||||
Other comprehensive income (loss) | (20,149) | (20,149) | ||||
Stock Compensation expenses | 34,642 | 34,642 | ||||
Shares Issued for Extinguishment of liability | $ 17,786 | 4,078,214 | 4,096,000 | |||
Shares Issued for Extinguishment of liability, shares | 1,778,640 | |||||
Rights Issue of Shares | $ 8,625 | 1,716,375 | 1,725,000 | |||
Rights Issue of Shares, shares | 862,500 | |||||
Balance at Jun. 30, 2020 | $ 51,633 | $ 4,249 | $ 56,869,527 | $ 39,863 | $ (44,085,632) | $ 12,879,640 |
Balance, shares at Jun. 30, 2020 | 5,163,235 | 424,938 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Cash flow from operating activities | |||||
Net Income (Loss) | $ (1,665,899) | $ (1,380,943) | $ (3,593,764) | $ (3,327,906) | $ (6,060,751) |
Adjustment to reconcile comprehensive income/(loss) to net cash used in operating activities | |||||
Depreciation and amortization | 533,863 | 562,570 | 1,093,486 | 1,123,587 | |
Non cash expenses | 6,117 | ||||
Provision for Preference dividend | 215,670 | 211,939 | |||
Changes in fair value of warrants | (388,552) | 61,715 | |||
Stock, option, restricted stock unit and warrant expense | 34,642 | 490,175 | |||
Foreign exchange translation adjustment | (20,149) | 573 | |||
Provision for Income taxes ( net off deferred income taxes) | 17,485 | 16,590 | 39,377 | (14,621) | |
Loss on sale of fixed assets | 21,611 | ||||
Increase (decrease) in: | |||||
Accounts receivable | (910,430) | (673,381) | |||
Other current assets | (103,393) | (1,388) | |||
Increase (decrease) in: | |||||
Accounts payable and accrued expenses | 366,713 | 655,151 | |||
Net cash provided by (used in) operating activities | (2,864,426) | (1,474,156) | (2,453,123) | ||
Cash flow from investing activities | |||||
Purchase of fixed assets | (39,969) | (27,698) | |||
Acquisition consideration | (200,000) | ||||
Net cash used in investing activities | (39,969) | (227,698) | |||
Cash flow from financing activities | |||||
Proceeds from bank loan and convertible notes, net | 2,835,685 | (191,762) | |||
Proceeds from issuance of common shares, net | 1,725,000 | 2,123,425 | |||
Net cash provided by financing activities | 4,560,685 | 1,931,663 | |||
Net increase (decrease) in cash and cash equivalents | 1,656,291 | 229,809 | |||
Cash and cash equivalents as at beginning of the period | 431,400 | 1,371,331 | 1,371,331 | ||
Cash at the end of the period | $ 2,087,691 | $ 1,601,140 | $ 2,087,691 | $ 1,601,140 | $ 431,400 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS: AMERI Holdings, Inc. (“AMERI”, the “Company”, “we” or “our”) is a company that, through the operations of its eleven subsidiaries, provides SAP TM On January 10, 2020, we and Ameri100 Inc. (“Buyer”) entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, the Company will sell to Buyer and Buyer will purchase from the Company one hundred percent (100%) of the outstanding equity interests (the “Purchased Shares”) of Ameri100 Holdco, Inc. (“Holdco”) (the “Spin-Off”). On January 10, 2020, the Company entered into an Amalgamation Agreement (as amended on May 6, 2020, the “Amalgamation Agreement”) with Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly-owned subsidiary of the Company (“Merger Sub”), Jay Pharma Inc., a company organized under the laws of Canada (“Jay Pharma”), Jay Pharma ExchangeCo., Inc. a company organized under the laws of British Columbia and a wholly-owned subsidiary of the Company (“ExchangeCo”), and Barry Kostiner, as the Company Representative, Liquidity and Going Concern The Company has incurred net losses from operations since inception. The net loss for the six months ended June 30, 2020 was $3.6 million and the accumulated deficit was $44 million as of June 30, 2020. The Company’s ongoing losses have had a significant negative impact on the Company’s financial position and liquidity. The Company has also been historically reliant on loans from related parties, loans from third parties and sales of equity securities to fund operations, working capital and complete acquisitions. To increase revenues, our operating expenses are likely to continue to grow and, as a result, we will need to generate significant additional revenues to cover such expenses. We expect our primary sources of cash to be customer collections and external financing. We also continue to work on cost reductions, and we have initiated steps to reduce our overhead to improve cash savings. We may raise additional capital through the sale of equity or debt securities or borrowings from financial institutions or third parties or a combination of the foregoing. Capital raised will be used to implement our business plan, grow current operations, make acquisitions or start new vertical businesses among some of the possible uses. One of the Company’s largest customers has terminated the majority of its work as a result of COVID-19. This customer has accounted in the past for annual revenues of between five to seven million dollars. The impact on this quarter is a reduction of approximately $1.5 mm in revenue. As a result of funding from the SBA as well as sales of shares, the Company has adequate cash reserves to cover expected working capital needs over the next 12 months. Our financial statements as of June 30, 2020 have been prepared under the assumption that we will continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional funding through the issuance of equity or debt securities, as well as to attain further operating efficiencies and, ultimately, to generate additional revenues. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The foregoing conditions raise substantial doubt about our ability to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 2. BASIS OF PRESENTATION: The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP, and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended. Certain information and disclosure notes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to ensure the information presented is not misleading. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (which were of a normal, recurring nature) that, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows as of and for the interim periods presented. All intercompany transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. Our comprehensive income (loss) consists of net income (loss) plus or minus any periodic currency translation adjustments. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Revenue Recognition In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” In January 2017, the FASB issued ASU No. 2017-04, simplifying the Test for Goodwill Impairment. Under this new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. Based on the Company’s preliminary assessment of the foregoing update, it does not anticipate such update will have a material impact its financial statements. Standards Implemented In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) Revenue Recognition (Topic 605).” In August 2015, the FASB issued ASU 2015-14, “ Revenue from Contracts with Customers (Topic 606) “Revenue from Contracts with Customer (Topic 606), Identifying Performance Obligations and Licensing “Technical Corrections and Improvements (Topic 606)” “Narrow-Scope Improvements and Practical Expedients”. In February 2016, the FASB issued ASU 2016-02 “ Leases” On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and analyzed the lease for a right of use (“ROU”) asset and liability to be recorded on the consolidated balance sheet related to the operating lease for its office space. Results for the year ended December 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to: 1. Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. 2. Not to apply the recognition requirements in ASC 842 to short-term leases. 3. Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial. Refer to Note 15 of our consolidated financial statements for additional disclosures required by ASC 842. In May 2017, the FASB issued ASU 2017-09, “ Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting,” In July 2017, the FASB issued ASU 2017-11, “ Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting Revenue from Contracts with Customers Revenue Recognition Subsequent Events. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. BUSINESS COMBINATIONS: Acquisition of Ameri Georgia On November 20, 2015, we completed the acquisition of Bellsoft, Inc., a consulting company based in Lawrenceville, Georgia, which specializes in SAP software, business intelligence, data warehousing and other enterprise resource planning services. Following the acquisition, the name of Bellsoft, Inc. was changed to Ameri100 Georgia Inc. (“Ameri Georgia”). The total purchase price of $9.9 million was allocated to net working capital of $4.6 million, intangibles of $1.8 million, taking into consideration projected revenue from the acquired list of Ameri Georgia customers over a period of three years, and goodwill. The excess of total purchase price over the net working capital and intangibles allocations has been allocated to goodwill. On January 17, 2018, we completed all payment obligations to the former shareholders of Ameri Georgia in connection with the Ameri Georgia share purchase agreement, and we have no further payment obligations pursuant thereto. Acquisition of Bigtech Software Private Limited On June 23, 2016, we entered into a definitive agreement to purchase Bigtech Software Private Limited (“Bigtech”), a pure-play SAP services company providing a wide range of SAP services including turnkey implementations, application management, training and basis ABAP support. Based in Bangalore, India, Bigtech offers SAP services to improve business operations at companies of all sizes and verticals. The acquisition of Bigtech was effective as of July 1, 2016, and the total consideration for the acquisition of Bigtech was $850,000. Bigtech’s financial results are included in our condensed consolidated financial results starting July 1, 2016. The Bigtech acquisition did not constitute a significant acquisition for the Company for purposes of Regulation S-X. The valuation of Bigtech was made on the basis of its projected revenues. Acquisition of Virtuoso On July 22, 2016, we acquired all of the outstanding membership interests of Virtuoso, L.L.C. (“Virtuoso”), a Kansas limited liability company , pursuant to the terms of an Agreement of Merger and Plan of Reorganization, by and among us, Virtuoso Acquisition Inc., Ameri100 Virtuoso Inc., Virtuoso and the sole member of Virtuoso (the “Sole Member”) In connection with the merger, Virtuoso’s name was changed to Ameri100 Virtuoso Inc. The total purchase price of $1.8 million was allocated to intangibles of $0.9 million, taking into consideration projected revenue from the acquired list of Virtuoso customers over a period of three years, and the balance was allocated to goodwill. The Virtuoso earn-out payments for 2016 amounted Acquisition of Ameri Arizona On July 29, 2016, we acquired 100% of the membership interests of DC&M Partners, L.L.C. (“Ameri Arizona”), an Arizona limited liability company, pursuant to the terms of a Membership Interest Purchase Agreement by and among us, Ameri Arizona, all of the members of Ameri Arizona, Giri Devanur and Srinidhi “Dev” Devanur, our former President and Chief Executive Officer and current Executive Chairman, respectively. In July 2017, the name of DC&M Partners, L.L.C. was changed to Ameri100 Arizona LLC. Ameri Arizona is an SAP consulting company headquartered in Chandler, Arizona. Ameri Arizona provides its clients with a wide range of information technology development, consultancy and management services with an emphasis on the design, build and rollout of SAP implementations and related products. The aggregate purchase price for the acquisition of Ameri Arizona was $15.8 million. As of the date of this report, the aggregate of $1,000,000 in consideration payable by cash to Lucid Solutions Inc. and Houskens LLC in connection with the Ameri100 Arizona acquisition has been taken over as per the Exchange Agreement dated June 3, 2020. See Note 10 to our unaudited condensed consolidated financial statements for additional information. Acquisition of Ameri California On March 10, 2017, we acquired 100% of the shares of ATCG Technology Solutions, Inc. (“Ameri California”), a Delaware corporation, pursuant to the terms of a Share Purchase Agreement among the Company, Ameri California, all of the stockholders of Ameri California (the “Stockholders”), and the Stockholders’ representative. In July 2017, the name of ATCG Technology Solutions, Inc. was changed to Ameri100 California Inc. Ameri California provides U.S. domestic, offshore and onsite SAP consulting services and has its main office in Folsom, California. Ameri California specializes in providing SAP Hybris, SAP Success Factors and business intelligence services. The aggregate purchase price for the acquisition of Ameri California was $8.8 million. The total purchase price of $8.8 million was allocated to intangibles of $3.8 million, taking into consideration projected revenue from the acquired list of Ameri California customers over a period of three years, and goodwill. The excess of total purchase price over the intangibles allocation has been allocated to goodwill. Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 4. REVENUE RECOGNITION: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients The Company adopted ASC 606 effective January 1, 2018 using the modified retrospective method which would require a cumulative effect adjustment for initially applying the new revenue standard as an adjustment to the opening balance of retained earnings and the comparative information would not require to be restated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. We recognize revenues as we transfer control of deliverables (products, solutions and services) to our customers in an amount reflecting the consideration to which we expect to be entitled. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2019 contained a significant financing component. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Disaggregation of Revenue from Entities. For the Year Ended June 30, 2020 June 30, 2019 ATGC India $ 114,184 $ 177,105 Ameri 100 California 6,733,692 5,684,839 Ameri 100 Arizona 1,843,565 4,852,187 Ameri 100 Canada 214,578 346,349 Ameri 100 Georgia 3,168,466 6,610,680 Bigtech Software 39,170 177,542 Ameri 100 Consulting Pvt Ltd 179,406 56,392 Ameri Partners 5,564,408 3,796,159 Total revenue $ 17,857,469 $ 21,701,253 For performance obligations where control is transferred over time, revenues are recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the deliverables to be provided. Revenues related to fixed-price contracts for application development and systems integration services, consulting or other technology services are recognized as the service is performed using the cost to cost method, under which the total value of revenues is recognized on the basis of the percentage that each contract’s total labor cost to date bears to the total expected labor costs. Revenues related to fixed-price application maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the cost to cost method described above. The cost to cost method requires estimation of future costs, which is updated as the project progresses to reflect the latest available information; such estimates and changes in estimates involve the use of judgment. The cumulative impact of any revision in estimates is reflected in the financial reporting period in which the change in estimate becomes known and any anticipated losses on contracts are recognized immediately. Revenues related to our time-and-materials, transaction-based or volume-based contracts are recognized over the period the services are provided either using an output method such as labor hours, or a method that is otherwise consistent with the way in which value is delivered to the customer. Revenues also include the reimbursement of out-of-pocket expenses. We may enter into arrangements that consist of multiple performance obligations. Such arrangements may include any combination of our deliverables. To the extent a contract includes multiple promised deliverables, we apply judgment to determine whether promised deliverables are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance obligations, we allocate consideration among the performance obligations based on their relative standalone selling price. Standalone selling price is the price at which we would sell a promised good or service separately to the customer. When not directly observable, we typically estimate standalone selling price by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our deliverables, which is reassessed on a periodic basis or when facts and circumstances change. We assess the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, we do not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our services, not to receive or provide financing from or to customers. We do not consider set up or transition fees paid upfront by our customers to represent a financing component, as such fees are required to encourage customer commitment to the project and protect us from early termination of the contract. Prior to the adoption of the New Revenue Standard on January 1, 2018, revenues were earned and recognized when all of the following criteria were met: evidence of an arrangement existed, the price was fixed or determinable, the services had been rendered and collectability was reasonably assured. Contingent or incentive revenues were recognized when the contingency was satisfied and we concluded the amounts were earned. Volume discounts were recorded as a reduction of revenues as services were provided. Revenues also included the reimbursement of out-of-pocket expenses. For the six months ended June 30, 2020 and June 30, 2019, sales to five major customers accounted for approximately 48% and 46% of our total revenue, respectively. For the six months ended June 30, 2020, five of our customers contributed 19%, 10% ,7% and 6% of our revenue, and for the six months ended June 30, 2019, five of our customers contributed 14%,11%,9% and 6% of our revenue. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5. INTANGIBLE ASSETS: The Company’s intangible assets primarily consists of the customer lists it acquired through various acquisitions. We amortize our intangible assets that have finite lives using either the straight-line method or based on estimated future cash flows to approximate the pattern in which the economic benefit of the asset will be utilized. Amortization expense was $1.1 million for the six months ended June 30, 2020 and June 30, 2019. This amortization expense relates to customer lists which expire through 2022. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 6. GOODWILL: Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The total value of the Company’s goodwill was $13.7 million as of June 30, 2020 and December 31, 2019. As per Company policy, goodwill impairment tests are conducted on an annual basis and any impairment is reflected in the Company’s Statements of Operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | NOTE 7. EARNINGS (LOSS) PER SHARE: Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding for the period. When applicable, diluted income (loss) per share is calculated using two approaches. The first approach, the treasury stock method, reflects the potential dilution that could occur if outstanding stock options, warrants, restricted stock units and outstanding shares to be awarded to satisfy contingent consideration for the business combinations (collectively, the “Equity Awards”) were exercised and issued. The second approach, the if converted method, reflects the potential dilution of the Equity Awards, the 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) described in Note 10 being exchanged for common stock. Under this method, interest expense, net of tax, if any, associated with the 2017 Notes, up through redemption, is added back to net income attributable to common stockholders and the shares outstanding are increased by the underlying 2017 Notes are considered to be issued. For the six months ended June 30, 2020 and 2019, no shares related to the issuance of common stock upon exercise of the Equity Awards or the exchange of the 2017 Notes for common stock were considered in the calculation of diluted loss per share, as the effect would be anti-dilutive due to net losses attributable to common stockholders for both periods. A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Six Months Ended June 30, 2020 June 30, 2019 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (3,573,615 ) (3,328,479 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (3,573,615 ) (3,328,479 ) Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (3,573,615 ) (3,328,479 ) Denominator for weighted average common shares outstanding: Basic shares 3,482,286 1,925,009 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 3,482,286 1,925,009 Income (loss) per share – basic: $ (1.03 ) (1.73 ) Income (loss) per share – diluted: $ (1.03 ) (1.73 ) |
Incentive Plan Items
Incentive Plan Items | 6 Months Ended |
Jun. 30, 2020 | |
Incentive Plan Items | |
Incentive Plan Items | NOTE 8. INCENTIVE PLAN ITEMS: During the six months ended June 30, 2020, the Company has not granted any restricted stock units and stock options to purchase Company’s common stock to key employees or directors out of Company’s 2015 Equity Incentive Award Plan. The company has booked charges of $34,642 as stock compensation expenses for the six months ended June 30 2020 and $0.5 million for the six months ended June 30, 2019. |
Bank Debt
Bank Debt | 6 Months Ended |
Jun. 30, 2020 | |
Bank Debt | |
Bank Debt | NOTE 9. BANK DEBT: On January 23, 2019, certain subsidiaries of the Company, including Ameri100 Arizona LLC, Ameri100 Georgia, Inc., Ameri100 California, Inc. and Ameri and Partners, Inc., as borrowers (individually and collectively, “Borrower”) entered into a Loan and Security Agreement (the “Loan Agreement”) for a credit facility (the “Credit Facility”) with North Mill Capital LLC, as lender (the “Lender”). The Loan Agreement has an initial term of two years from the closing date, with renewal thereafter if Lender, at its option, agrees in writing to extend the term for additional one year periods (the “Term”). The Loan Agreement is collateralized by a first-priority security interest in all of the assets of Borrower. In addition, (i) pursuant to a Corporate Guaranty entered into by the Company in favor of the Lender (the “Corporate Guaranty”), the Company has guaranteed the Borrower’s obligations under the Credit Facility and (ii) pursuant to a Security Agreement entered into between the Company and Lender (the “Security Agreement”), the Company granted a first-priority security interest in all of its assets to Lender. The Borrowers received an initial advance on January 23, 2019 in an amount of approximately $2.85 million (the “Initial Advance”). Borrowings under the Credit Facility accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). Notwithstanding anything to the contrary contained in the Loan Documents, the minimum monthly interest payable by Borrower on the Advances (as defined in the Loan Agreement) in any month shall be calculated based on an average Daily Balance (as defined in the Loan Agreement) of Two Million Dollars ($2,000,000) for such month. For the first year of the Term, Borrower shall pay to Lender a facility fee equal to $50,000, due in equal monthly installments, with additional facility fees due to Lender in the event borrowings exceed certain thresholds and with additional facility fees due and payable in later years or upon later milestones. In addition, Borrower shall pay to Lender a monthly fee (the “Servicing Fee”) in an amount equal to one-eighth percent (.125%) of the average Daily Balance (as defined in the Loan Agreement) during each month on or before the first day of each calendar month during the Term. Borrower also agreed to certain negative covenants in the Loan Agreement, including that they will not, without the prior written consent of Lender, enter into any extraordinary transactions, dispose of assets, merge, acquire, or consolidate with or into any other business organization or restructure. As of June 30, 2020, the principal balance and accrued interest under the Credit Facility amounted to $2.3 million. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2020 | |
Convertible Notes | |
Convertible Notes | NOTE 10. CONVERTIBLE NOTES: On March 7, 2017, we completed the sale and issuance of 8% Convertible Unsecured Promissory Notes (the “2017 Notes”) for aggregate proceeds to us of $1.25 million from four accredited investors, including one of the Company’s then-directors, Dhruwa N. Rai, and David Luci, who became a director of the Company in February 2018. The 2017 Notes were issued pursuant to Securities Purchase Agreements between the Company and each investor. The 2017 Notes bear interest at 8% per annum until maturity in March 2020, with interest being paid annually on the first, second and third anniversaries of the issuance of the 2017 Notes beginning in March 2018. From and after an event of default and for so long as the event of default is continuing, the 2017 Notes will bear default interest at the rate of 10% per annum. During the first quarter of 2019 the company repaid $0.25 million towards 2017 notes. The 2017 Notes were convertible into shares of our common stock at a conversion price equal to $2.80. The holders of the 2017 Notes had the right, at their option, at any time and from time to time to convert, in part or in whole, the outstanding principal amount and all accrued and unpaid interest under the 2017 Notes into shares of the Company’s common stock at the conversion price. On June 3, 2020, the Company entered into an exchange agreement (the “Exchange Agreement”) with the holder of certain of the 2017 Notes, amounting to $1 million. Pursuant to the Exchange Agreement, the holder agreed to exchange the 2017 Notes for a new convertible 1% debenture (the “ 1% Debenture”), which 1% Debenture is convertible into shares of common stock of the Company at a conversion price of $1.75 per share. After the exchange, there are no 2017 Notes outstanding. The principal amount of the 1% Debenture is equal to the principal amount of the 2017 Notes and the accrued interest thereon On November 25, 2019, the Company entered into a securities purchase agreement with an institutional investor for the sale of a $1,000,000 convertible debenture (the “First Debenture”). The First Debenture accrued interest at rate of 5% and was due six (6) months from the issue date. The First Debenture was convertible at any time after the issue date into shares of Company’s Common Stock at a price equal to $2.725. On January 14, 2020, the Company entered into a securities purchase agreement (with the same institutional investor for the sale of a $500,000 convertible debenture (the “Second Debenture” and collectively with the First Debenture, the “Debentures”). The Second Debenture accrued interest at rate of 5% and was due on the same date as the First Debenture. The Second Debenture was convertible at any time after the issue date into shares of Company’s Common Stock at a price equal to $2.725. During the six months ended June 30, 2020 the holders of First Debenture and Second Debenture exercised their rights for conversion into common shares for which the company issued 550,458 common shares. After the conversion, there are no First Debentures or Second Debentures outstanding. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 11. LEASES: The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s principal facility is located in Suwanee, Georgia. The Company also leases office space in various locations with expiration dates between 2016 and 2020. In January 2020, the Company entered into a lease agreement for its Dallas office with expiration date 2027. The lease agreements often include leasehold improvement incentives, escalating lease payments, renewal provisions and other provisions which require the Company to pay taxes, insurance, maintenance costs, or defined rent increases. Rent expense is recorded over the lease terms on a straight-line basis. Rent expense was $0.1 million and $0.17 million for the six months ended June 30, 2020 and June 30, 2019, respectively. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates. The lease terms include options to extend the leases when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. Rent expense was $0.1 million and $0.17 million for the six months ended June 30, 2020 and June 30, 2019, respectively. The components of lease expense were as follows: Year Six Months ended, Operating leases 107,852 Interest on lease liabilities 6,117 Total net lease cost 113,969 Supplemental balance sheet information related to leases was as follows: June 30, 2020 Operating leases: Operating lease ROU assets $ 906,995 Current operating lease liabilities, included in current liabilities $ 208,663 Noncurrent operating lease liabilities, included in long-term liabilities 708,237 Total operating lease liabilities $ 916,900 Supplemental cash flow and other information related to leases was as follows: Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ - ROU assets obtained in exchange for lease liabilities: Operating leases $ 906,995 Weighted average remaining lease term (in years): 7 Operating leases 2.3 Weighted average discount rate: Operating leases 7.25 % Total future minimum payments required under the lease obligations as of June 30, 2020 are as follows: Six Months Ending June 30, 2020 $ 208,663 2021 192,470 2022 81,444 2023 91,140 2024 101,675 Thereafter 238,308 Total lease payments $ 913,700 Less: amounts representing interest Total lease obligations $ 913,700 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | NOTE 12. FAIR VALUE MEASUREMENT: We utilize the following valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: ● Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and ● Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based upon the lowest level input that is significant to the fair value measurement. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant inputs that are not observable in the market. The significant inputs not supported by market activity included our probability assessments of expected future cash flows related to the acquisitions during the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the respective terms of the share purchase agreements. No financial instruments were transferred into or out of Level 3 classification during the period ended June 30, 2020 and year ended December 31, 2019. |
Warrants Outstanding
Warrants Outstanding | 6 Months Ended |
Jun. 30, 2020 | |
Warrants Outstanding | |
Warrants Outstanding | NOTE 13. WARRANTS OUTSTANDING: The following warrants, were outstanding as of June 30, 2020: Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable $ 150.00 40,000 0.02 40,000 $ 102.88 3,902 0.03 3,902 $ 37.50 200,000 2.27 200,000 $ 102.88 48,975 0.42 48,975 $ 2.20 36,664 5 36,664 Total 329,542 329,542 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 14- PREFERRED STOCK On December 30, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Lone Star Value Investors, LP (“LSVI”), pursuant to which a Convertible Note was returned to the Company and cancelled in exchange for 363,611 shares of the Company’s Series A Preferred Stock, which is non-convertible and perpetual preferred stock of the Company. We have issued 61,327 shares as preferred dividends as of June 30, 2020 and the company has 424,938 outstanding shares preferred stock. A dividend of $106,234.50 due on April 1, 2020 has not yet been issued. |
Secured Note
Secured Note | 6 Months Ended |
Jun. 30, 2020 | |
Secured Note | |
Secured Note | NOTE 15. SECURED NOTE: Effective February 27, 2020, the “Company entered into a note purchase and security agreement (the “Purchase Agreement”) with an investor for the sale of a $1,000,000 secured promissory note (the “Note”). The Note accrues interest at rate of 7.25% and is due on August 31, 2020. The Company granted to the investor a security interest (the “Security Interest”) in and lien on all of Company’s tangible and intangible assets owned now or acquired later by the Company of any nature whatsoever. The Security Interest is a second priority security interest, senior to all other indebtedness of the Company other than with respect to the Company’s existing indebtedness to North Mill Capital LLC (“North Mill”) the priority of which is established pursuant to an Intercreditor and Debt Subordination Agreement between the investor and North Mill. |
Loan From Paycheck Protection P
Loan From Paycheck Protection Program (PPP) | 6 Months Ended |
Jun. 30, 2020 | |
Loan From Paycheck Protection Program | |
Loan From Paycheck Protection Program (PPP) | NOTE 16. LOAN FROM PAYCHECK PROTECTION PROGRAM (PPP): On May 11, 2020, we received proceeds from a loan in the amount of $1,719,600 (the “PPP Loan”) from Sterling National Bank, as lender, pursuant to the Small Business Association Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan, which was in the form of a promissory note issued by the Company, matures on May 6, 2022 and bears interest at a rate of 1.00% per annum, payable monthly commencing on November 6, 2020. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before July 12, 2020. The Company intends to use the entire PPP Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. |
Loan From U.S.Small Business Ad
Loan From U.S.Small Business Administration (EIDL) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Loan From U.S.Small Business Administration (EIDL) | NOTE 17. LOAN FROM U.S. SMALL BUSINESS ADMINISTRATION (EIDL) On June 18,2020, we have received proceeds from a loan in the amount of $ 149,900 (the “EIDL Loan”) from U.S.Small Business Administration as EIDL Loan pursuant to the Small Business Association Economic Injury Disaster Recovery Loan (the “EIDL Loan”) which was in the form of a Loan Authorization and Agreement executed by the company matures 30 years from the promissory note and bears interest at a rate of 3.75% per annum, Installment payments, including principal and interest of $731 monthly will begin 12 months from the date of promissory note. The balance of principal and interest will be payable 30 years from the date of the promissory note. |
Exchange of Convertible Note an
Exchange of Convertible Note and Promissory Notes | 6 Months Ended |
Jun. 30, 2020 | |
Exchange Of Convertible Note And Promissory Notes | |
Exchange of Convertible Note and Promissory Notes | NOTE 18. EXCHANGE OF CONVERTIBLE NOTE AND PROMISSORY NOTES On June 3, 2020, the Company entered into an Exchange Agreement with the holder of certain of the 2017 Notes, which notes were originally issued on or about March 7, 2017 amounting to $2 million. Pursuant to the Exchange Agreement, the holder agreed to exchange the 2017 Notes for a new convertible 1% Debenture in the aggregate principal amount of $2,265,342.46, which 1% Debenture is convertible into shares of common stock of the Company at a conversion price of $1.75 per share. After the exchange, there are no 2017 Notes outstanding. The principal amount of the 1% Debenture is equal to the principal amount of the 2017 Notes and the accrued interest thereon. |
Registered Direct Offering
Registered Direct Offering | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Registered Direct Offering | NOTE 19. REGISTERED DIRECT OFFERING On June 2, 2020, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “June 2020 Registered Offering”), 862,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an offering price of $2.00 per Share. The June 2020 Registered Offering resulted in gross proceeds of approximately $1.725 million before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-233260), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2019, and was declared effective on November 19, 2019. The Company also agreed to issue to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants”) to purchase up to 60,375 shares of Common Stock, which represents 7.0% of the Shares sold in the June 2020 Registered Offering. The Placement Agent’s Warrants have an exercise price of $2.20 per share, which represents 110% of the per share offering price of the Shares. |
Material Agreements
Material Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Material Agreements | |
Material Agreements | NOTE 20. MATERIAL AGREEMENTS: Maturity Extension and Forbearance Agreement On May 6, 2020, the Company entered into a Maturity Extension and Forbearance Agreement (“Agreement”) with the holder of the Debentures . Pursuant to the Agreement (i) the holder agreed to extend the Maturity Date of the Debentures to from May 26, 2020 to September 30, 2020, (ii) the Company may now prepay each Debenture at any time, with accrued interest to the date of such payment, but no other premium or penalty, and (iii) the parties changed the definition of “Permitted Indebtedness” in the Debentures so as to permit indebtedness issued pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act or related or similar governmental programs including disaster-relief or pandemic-relief programs designed to help businesses in the wake of the Coronavirus pandemic. In consideration for entering into the Agreement the Company agreed to issue to the holder a prepaid warrant (the “Prepaid Warrant”) to purchase up to 646,094 shares of the Company’s common stock. The Prepaid Warrant shall be exercisable, commencing on May 6, 2020 until exercised in full, at a price of $0.001 per share, and shall also be exercisable on a cashless basis. Amalgamation Amendment Agreement On May 6, 2020, the Company entered into an Amalgamation Amendment Agreement (the “Amendment”) to amend that certain Amalgamation Agreement dated January 10, 2020, by and between Ameri Holdings, Inc., Jay Pharma Merger Sub, Inc. (“ Merger Sub On August 12, 2020, the Company, Jay Pharma Inc. and certain other signatories thereto entered into a tender agreement (as may be amended from time to time, the “Tender Agreement”), which provides that, among other things, the Company will make a tender offer to purchase all of the outstanding common shares of Jay Pharma for the number of shares of Resulting Issuer common stock equal to the exchange ratio set forth in the Tender Agreement, and Jay Pharma will become a wholly-owned subsidiary of the Company, on the terms and conditions set forth in the Tender Agreement. The Tender Agreement terminates and replaces in its entirety the Amalgamation Agreement, dated as of January 10, 2020, as amended on May 6, 2020, previously entered into by and among the parties thereto. |
Revision of Prior Year Financia
Revision of Prior Year Financial Statements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Revision of Prior Year Financial Statements | NOTE 21. Revision of Prior Year Financial Statements The Company’s corrections of the financial statements as of December 31, 2019 and the year then ended were a result of the adoption of FASB ASU 2016-02 “Leases” In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements As a result of the aforementioned correction of accounting errors, the relevant financial statements have been revised as follows: The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical consolidated financial statements previously included in the Company’s Annual Report for the year ended December 31, 2019: December 31, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 286,161 $ 286,161 Total Other Assets 17,405,998 286,161 4,763,000 Total Assets $ 25,005,152 $ 286,161 $ 7,667,771 Current Liabilities Current portion – operating lease liability $ - $ 120,052 $ 120,052 Total Current Liabilities 14,383,605 120,052 14,503,657 Long-term Liabilities Operating lease liability, net - 169,897 169,897 Total Long-term Liabilities - 169,897 169,897 Total Liabilities $ 14,383,605 $ 289,949 $ 14,673,554 Stockholders’ Equity Accumulated Deficit $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total Stockholders’ Equity 10,621,547 (3,788 ) 10,617,764 Total Liabilities and Stockholders’ Equity $ 25,005,152 286,163 25,291,315 For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (691,138 ) $ (3,788 ) $ (694,926 ) Total other income (expenses) 1,109,576 (3,788 ) 1,105,788 Loss before income taxes (5,215,318 ) (3,788 ) (5,219,106 ) Net loss (5,603,975 ) (3,788 ) (5,607,763 ) Net loss attributable to common stockholders (6,029,978 ) (3,788 ) (6,033,766 ) Total comprehensive loss (6,056,963 ) (3,788 ) (6,060,751 ) Comprehensive loss attributable to Company $ (6,056,963 ) $ (3,788 ) $ (6,060,751 ) Basic and diluted loss per share $ (2.83 ) $ - $ (2.83 ) Statements of Cash Flows Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Amortization of right of use asset - 3,788 3,788 Net Cash Used in Operating Activities $ (2,453,123 ) $ - $ (2,453,123 ) For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Accumulated deficit ending balance $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total stockholders’ equity ending balance $ 10,621,547 $ (3,788 ) $ 10,617,764 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS: Entry into a Material Definitive Agreement. On July 31, 2020, the Company entered into a securities purchase agreement (the “July 2020 Purchase Agreement”) with an accredited investor (the “Investor”) providing for the issuance of (i) 373,766 shares (the “Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”); (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 150,000 shares of Common Stock at an exercise price of $0.01 per share, subject to customary adjustments thereunder; and (iii) warrants (the “Unregistered Warrants”), with a term of five (5) years, to purchase an aggregate of up to 340,448 shares of Common Stock (the “Unregistered Warrant Shares”) at an exercise price of $1.828 per share, subject to customary adjustments thereunder. Pursuant to the Purchase Agreement, the Investor purchased the Securities for an aggregate purchase price of $1,000,000. Pursuant to the July 2020 Purchase Agreement, the Shares and Pre-Funded Warrants were issued to the Investors in a registered direct offering (the “July 2020 Registered Offering”) and registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-233260). Pursuant to the July 2020 Purchase Agreement, the Company also issued to the Investors in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, the Unregistered Warrants. Subject to the Company’s prior receipt of shareholder approval under Nasdaq’s corporate governance rules, the Investor shall have the right at any time prior to the exercise in whole or in part of the Unregistered Warrant (as to the portion not exercised) to require the Company to repurchase the unexercised portion of the Unregistered Warrant for the sum of $0.60 per Unregistered Warrant Share, payable in cash or shares of common stock, at the Company’s discretion. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Summary of Foregoing Acquisitions | Presented below is the summary of the foregoing acquisitions: Allocation of purchase price in millions of U.S. dollars Asset Component Ameri Georgia Bigtech Virtuoso Ameri Arizona Ameri California Intangible Assets 1.8 0.6 0.9 5.4 3.8 Goodwill 3.5 0.3 0.9 10.4 5.0 Working Capital Current Assets Cash 1.4 - - - - Accounts Receivable 5.6 - - - - Other Assets 0.2 - - - - 7.3 - - - - Current Liabilities Accounts Payable 1.3 - - - - Accrued Expenses & Other Current Liabilities 1.3 - - - - 2.7 - - - - Net Working Capital Acquired 4.6 - - - - Total Purchase Price 9.9 0.9 1.8 15.8 8.8 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregate Revenue | The following table disaggregates gross revenue by entity for the six months ended June 30, 2020 and 2019: For the Year Ended June 30, 2020 June 30, 2019 ATGC India $ 114,184 $ 177,105 Ameri 100 California 6,733,692 5,684,839 Ameri 100 Arizona 1,843,565 4,852,187 Ameri 100 Canada 214,578 346,349 Ameri 100 Georgia 3,168,466 6,610,680 Bigtech Software 39,170 177,542 Ameri 100 Consulting Pvt Ltd 179,406 56,392 Ameri Partners 5,564,408 3,796,159 Total revenue $ 17,857,469 $ 21,701,253 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | A reconciliation of net loss attributable to common stockholders and weighted average shares used in computing basic and diluted net loss per share is as follows: For the Six Months Ended June 30, 2020 June 30, 2019 Numerator for basic and diluted income (loss) per share: Net income (loss) attributable to common stockholders $ (3,573,615 ) (3,328,479 ) Numerator for diluted income (loss) per share: Net income (loss) attributable to common stockholders - as reported $ (3,573,615 ) (3,328,479 ) Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares $ (3,573,615 ) (3,328,479 ) Denominator for weighted average common shares outstanding: Basic shares 3,482,286 1,925,009 Dilutive effect of Equity Awards - Dilutive effect of 2017 Notes - - Diluted shares 3,482,286 1,925,009 Income (loss) per share – basic: $ (1.03 ) (1.73 ) Income (loss) per share – diluted: $ (1.03 ) (1.73 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases Tables Abstract | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Year Six Months ended, Operating leases 107,852 Interest on lease liabilities 6,117 Total net lease cost 113,969 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: June 30, 2020 Operating leases: Operating lease ROU assets $ 906,995 Current operating lease liabilities, included in current liabilities $ 208,663 Noncurrent operating lease liabilities, included in long-term liabilities 708,237 Total operating lease liabilities $ 916,900 |
Schedule of Supplemental Cash Flow and Other Information Related to Leases | Supplemental cash flow and other information related to leases was as follows: Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ - ROU assets obtained in exchange for lease liabilities: Operating leases $ 906,995 Weighted average remaining lease term (in years): 7 Operating leases 2.3 Weighted average discount rate: Operating leases 7.25 % |
Schedule of Maturity Payments of Operating Leases | Total future minimum payments required under the lease obligations as of June 30, 2020 are as follows: Six Months Ending June 30, 2020 $ 208,663 2021 192,470 2022 81,444 2023 91,140 2024 101,675 Thereafter 238,308 Total lease payments $ 913,700 Less: amounts representing interest Total lease obligations $ 913,700 |
Warrants Outstanding (Tables)
Warrants Outstanding (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Warrants Outstanding | |
Schedule of Warrant Outstanding | The following warrants, were outstanding as of June 30, 2020: Exercise Price Number Outstanding Weighted Average Remaining Contractual life (Years) Number Exercisable $ 150.00 40,000 0.02 40,000 $ 102.88 3,902 0.03 3,902 $ 37.50 200,000 2.27 200,000 $ 102.88 48,975 0.42 48,975 $ 2.20 36,664 5 36,664 Total 329,542 329,542 |
Revision of Prior Year Financ_2
Revision of Prior Year Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Consolidated Financial Statements Previously | The following tables summarize the effects of the revisions on the specific items presented in the Company’s historical consolidated financial statements previously included in the Company’s Annual Report for the year ended December 31, 2019: December 31, 2019 As Previously Reported Adjustment As Revised Balance Sheet Other Assets Operating lease right of use asset, net $ - $ 286,161 $ 286,161 Total Other Assets 17,405,998 286,161 4,763,000 Total Assets $ 25,005,152 $ 286,161 $ 7,667,771 Current Liabilities Current portion – operating lease liability $ - $ 120,052 $ 120,052 Total Current Liabilities 14,383,605 120,052 14,503,657 Long-term Liabilities Operating lease liability, net - 169,897 169,897 Total Long-term Liabilities - 169,897 169,897 Total Liabilities $ 14,383,605 $ 289,949 $ 14,673,554 Stockholders’ Equity Accumulated Deficit $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total Stockholders’ Equity 10,621,547 (3,788 ) 10,617,764 Total Liabilities and Stockholders’ Equity $ 25,005,152 286,163 25,291,315 For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Operations Interest expense $ (691,138 ) $ (3,788 ) $ (694,926 ) Total other income (expenses) 1,109,576 (3,788 ) 1,105,788 Loss before income taxes (5,215,318 ) (3,788 ) (5,219,106 ) Net loss (5,603,975 ) (3,788 ) (5,607,763 ) Net loss attributable to common stockholders (6,029,978 ) (3,788 ) (6,033,766 ) Total comprehensive loss (6,056,963 ) (3,788 ) (6,060,751 ) Comprehensive loss attributable to Company $ (6,056,963 ) $ (3,788 ) $ (6,060,751 ) Basic and diluted loss per share $ (2.83 ) $ - $ (2.83 ) Statements of Cash Flows Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Amortization of right of use asset - 3,788 3,788 Net Cash Used in Operating Activities $ (2,453,123 ) $ - $ (2,453,123 ) For the year ended December 31, 2019 As Previously Reported Adjustments As Revised Statement of Stockholders’ Deficit Net loss $ (6,029,978 ) $ (3,788 ) $ (6,033,766 ) Accumulated deficit ending balance $ (40,508,231 ) $ (3,788 ) $ (40,512,019 ) Total stockholders’ equity ending balance $ 10,621,547 $ (3,788 ) $ 10,617,764 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 10, 2020 | |
Net loss | $ (1,573,418) | $ (1,256,568) | $ (3,357,945) | $ (3,116,540) | $ (5,607,763) | |
Accumulated deficit | $ (44,085,632) | (44,085,632) | $ (40,512,017) | |||
Reduction in revenue | 1,500,000 | |||||
Minimum [Member] | ||||||
Revenue | 5,000,000 | |||||
Maximum [Member] | ||||||
Revenue | $ 7,000,000 | |||||
Stock Purchase Agreement [Member] | ||||||
Equity method investment, ownership percentage | 100.00% |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) | Jul. 29, 2016 | Jun. 23, 2016 | Jun. 30, 2020 | Dec. 31, 2017 | Mar. 10, 2017 | Jul. 22, 2016 | Nov. 20, 2015 |
Ameri Georgia [Member] | |||||||
Business acquisition, purchase price | $ 9,900,000 | ||||||
Business acquisition, allocated net working capital | 4,600,000 | ||||||
Business acquisition, intangible assets | $ 1,800,000 | ||||||
Bigtech Software Private Limited [Member] | |||||||
Business acquisition, purchase price | $ 900,000 | ||||||
Business acquisition, consideration payable, cash | $ 850,000 | ||||||
Virtuoso [Member] | |||||||
Business acquisition, purchase price | $ 1,800,000 | ||||||
Business acquisition, intangible assets | $ 900,000 | ||||||
Earn-out payments, cash | $ 6,000 | ||||||
Earn-out payments, shares | 12,408 | ||||||
Ameri Arizona [Member] | |||||||
Business acquisition, purchase price | $ 15,800,000 | ||||||
Business acquisition, intangible assets | 5,400,000 | ||||||
Ameri Arizona [Member] | DC&M Partners, LLC [Member] | |||||||
Business acquisition, purchase price | |||||||
Earn-out payments, cash | |||||||
Equity method investment, ownership percentage | |||||||
Ameri Arizona [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | |||||||
Business acquisition, consideration payable, cash | |||||||
Ameri California [Member] | |||||||
Business acquisition, purchase price | $ 8,800,000 | ||||||
Business acquisition, intangible assets | |||||||
Ameri California [Member] | Lucid Solutions Inc, and Houskens LLC [Member] | |||||||
Business acquisition, consideration payable, cash | $ 1,000,000 | ||||||
Ameri California [Member] | ATCG Technology Solutions [Member] | |||||||
Business acquisition, purchase price | |||||||
Earn-out payments, cash | |||||||
Equity method investment, ownership percentage |
Business Combinations - Summary
Business Combinations - Summary of Foregoing Acquisitions (Details) - USD ($) | Mar. 10, 2017 | Jul. 29, 2016 | Jul. 22, 2016 | Jun. 23, 2016 | Nov. 20, 2015 |
Ameri Georgia [Member] | |||||
Intangible Assets | $ 1,800,000 | ||||
Goodwill | 3,500,000 | ||||
Cash | 1,400,000 | ||||
Accounts Receivable | 5,600,000 | ||||
Other Assets | 200,000 | ||||
Current Assets, total | 7,300,000 | ||||
Accounts Payable | 1,300,000 | ||||
Accrued Expenses & Other Current Liabilities | 1,300,000 | ||||
Current Liabilities, total | 2,700,000 | ||||
Net Working Capital Acquired | 4,600,000 | ||||
Total Purchase Price | $ 9,900,000 | ||||
Bigtech Software Private Limited [Member] | |||||
Intangible Assets | $ 600,000 | ||||
Goodwill | 300,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Liabilities, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 900,000 | ||||
Virtuoso [Member] | |||||
Intangible Assets | $ 900,000 | ||||
Goodwill | 900,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Liabilities, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 1,800,000 | ||||
Ameri Arizona [Member] | |||||
Intangible Assets | $ 5,400,000 | ||||
Goodwill | 10,400,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Liabilities, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 15,800,000 | ||||
Ameri California [Member] | |||||
Intangible Assets | $ 3,800,000 | ||||
Goodwill | 5,000,000 | ||||
Cash | |||||
Accounts Receivable | |||||
Other Assets | |||||
Current Assets, total | |||||
Accounts Payable | |||||
Accrued Expenses & Other Current Liabilities | |||||
Current Liabilities, total | |||||
Net Working Capital Acquired | |||||
Total Purchase Price | $ 8,800,000 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - Revenue [Member] | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Five Customers [Member] | ||
Concentration risk percentage | 48.00% | 46.00% |
Customers One [Member] | ||
Concentration risk percentage | 19.00% | 14.00% |
Customers Two [Member] | ||
Concentration risk percentage | 10.00% | 11.00% |
Customers Three [Member] | ||
Concentration risk percentage | 7.00% | 9.00% |
Customers Four [Member] | ||
Concentration risk percentage | 6.00% | 6.00% |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregate Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Total revenue | $ 8,254,941 | $ 11,015,057 | $ 17,857,469 | $ 21,701,253 |
ATGC India [Member] | ||||
Total revenue | 114,184 | 177,105 | ||
Ameri 100 California [Member] | ||||
Total revenue | 6,733,692 | 5,684,839 | ||
Ameri 100 Arizona [Member] | ||||
Total revenue | 1,843,565 | 4,852,187 | ||
Ameri 100 Canada [Member] | ||||
Total revenue | 214,578 | 346,349 | ||
Ameri 100 Georgia [Member] | ||||
Total revenue | 3,168,466 | 6,610,680 | ||
Bigtech Software [Member] | ||||
Total revenue | 39,170 | 177,542 | ||
Ameri 100 Consulting Pvt Ltd [Member] | ||||
Total revenue | 179,406 | 56,392 | ||
Ameri Partners [Member] | ||||
Total revenue | $ 5,564,408 | $ 3,796,159 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expenses of intangible assets | $ 1,100,000 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 13,729,770 | $ 13,729,770 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||
Net Income (loss) attributable to common stock holders | $ (1,681,253) | $ (1,362,802) | $ (3,573,615) | $ (3,328,479) | $ (6,033,766) |
Net income (loss) attributable to common stockholders - as reported | (3,573,615) | (3,328,479) | |||
Net income (loss) attributable to common stockholders - after assumed conversions of dilutive shares | $ (3,573,615) | $ (3,328,479) | |||
Basic shares | 3,518,118 | 2,027,095 | 3,482,286 | 1,925,009 | |
Dilutive effect of Equity Awards | |||||
Dilutive effect of 2017 Notes | |||||
Diluted shares | 3,518,118 | 2,027,095 | 3,482,286 | 1,925,009 | |
Income (loss) per share - basic: | $ (0.48) | $ (0.67) | $ (1.03) | $ (1.73) | |
Income (loss) per share - diluted: | $ (0.48) | $ (0.67) | $ (1.03) | $ (1.73) |
Incentive Plan Items (Details N
Incentive Plan Items (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Incentive Plan Items | ||
Stock compensation expenses | $ 34,642 | $ 500,000 |
Bank Debt (Details Narrative)
Bank Debt (Details Narrative) - USD ($) | Jan. 23, 2019 | Jun. 30, 2020 |
Debt instrument, face amount | $ 2,300,000 | |
Loan Agreement [Member] | ||
Interest Payable | $ 2,000,000 | |
Facility fee amount | $ 50,000 | |
Facility fee percentage | 0.125% | |
Loan Agreement [Member] | North Mill Capital LLC [Member] | ||
Debt instrument, term | 1 year | |
Proceeds from initial advance | $ 2,850,000 | |
Line of Credit Facility, Description | Borrowings under the Credit Facility accrue interest at the prime rate (as designated by Wells Fargo Bank, National Association) plus one and three quarters percentage points (1.75%), but in no event shall the interest rate be less than seven and one-quarter percent (7.25%). |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Mar. 07, 2017USD ($)Integer$ / shares | Jun. 30, 2020$ / sharesshares | Jun. 30, 2019USD ($) | Jul. 03, 2020USD ($)$ / shares | Jan. 14, 2020USD ($) | Nov. 25, 2019USD ($) |
First Debenture and SecondDebenture[Member] | ||||||
Number of common stock issued | shares | 550,458 | |||||
8% Convertible Unsecured Promissory Notes [Member] | ||||||
Debt instrument, interest rate | 8.00% | |||||
Proceeds from sale of convertible note payable | $ 1,250,000 | |||||
Number of accredited investors | Integer | 4 | |||||
Debt instrument, maturity date | Mar. 31, 2020 | |||||
Interest rate in case of default | 10.00% | |||||
Repayment of debt | $ 250,000 | |||||
Conversation price | $ / shares | $ 2.80 | |||||
8% Convertible Unsecured Promissory Notes [Member] | First Debenture [Member] | ||||||
Debt instrument, interest rate | 5.00% | |||||
Conversation price | $ / shares | $ 2.725 | |||||
8% Convertible Unsecured Promissory Notes [Member] | Second Debenture [Member] | ||||||
Debt instrument, interest rate | 5.00% | |||||
Conversation price | $ / shares | $ 2.725 | |||||
8% Convertible Unsecured Promissory Notes [Member] | Securities Purchase Agreement [Member] | First Debenture [Member] | ||||||
Convertible debenture | $ 1,000,000 | |||||
8% Convertible Unsecured Promissory Notes [Member] | Securities Purchase Agreement [Member] | Second Debenture [Member] | ||||||
Convertible debenture | $ 500,000 | |||||
2017 Notes [Member] | Exchange Agreement [Member] | ||||||
Convertible debenture | $ 1,000,000 | |||||
1% Debenture [Member] | Exchange Agreement [Member] | ||||||
Conversation price | $ / shares | $ 1.75 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lease expiration, description | The Company also leases office space in various locations with expiration dates between 2016 and 2020. | ||
Rent expense | $ 100,000 | $ 170,000 | |
Dallas Office [Member] | |||
Lease expiration, description | The Company entered into a lease agreement for its Dallas office with expiration date 2027. |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating leases | $ 107,852 |
Interest on lease liabilities | 6,117 |
Total net lease cost | $ 113,969 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease ROU assets | $ 906,995 | $ 286,161 |
Current operating lease liabilities, included in current liabilities | 208,663 | 120,052 |
Noncurrent operating lease liabilities, included in long-term liabilities | 708,237 | $ 169,897 |
Total operating lease liabilities | $ 916,900 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 906,995 |
ROU assets obtained in exchange for lease liabilities: Operating leases | $ 7 |
Weighted average remaining lease term (in years): Operating leases | 2 years 3 months 19 days |
Weighted average discount rate: Operating leases | 7.25% |
Leases - Schedule of Maturity P
Leases - Schedule of Maturity Payments of Operating Leases (Details) | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 208,663 |
2021 | 192,470 |
2022 | 81,444 |
2023 | 91,140 |
2024 | 101,675 |
Thereafter | 238,308 |
Total lease payments | 913,700 |
Less: amounts representing interest | |
Total lease obligations | $ 916,900 |
Warrants Outstanding - Schedule
Warrants Outstanding - Schedule of Warrant Outstanding (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Warrants outstanding | 329,542 |
Warrants exercisable | 329,542 |
Exercise Price One [Member] | |
Warrants exercise price | $ / shares | $ 150 |
Warrants outstanding | 40,000 |
Warrants weighted average remaining contractual life (Years) | 7 days |
Warrants exercisable | 40,000 |
Exercise Price Two [Member] | |
Warrants exercise price | $ / shares | $ 102.88 |
Warrants outstanding | 3,902 |
Warrants weighted average remaining contractual life (Years) | 11 days |
Warrants exercisable | 3,902 |
Exercise Price Three [Member] | |
Warrants exercise price | $ / shares | $ 37.50 |
Warrants outstanding | 200,000 |
Warrants weighted average remaining contractual life (Years) | 2 years 3 months 8 days |
Warrants exercisable | 200,000 |
Exercise Price Four [Member] | |
Warrants exercise price | $ / shares | $ 102.88 |
Warrants outstanding | 48,975 |
Warrants weighted average remaining contractual life (Years) | 5 months 1 day |
Warrants exercisable | 48,975 |
Exercise Price Five [Member] | |
Warrants exercise price | $ / shares | $ 2.20 |
Warrants outstanding | 36,664 |
Warrants weighted average remaining contractual life (Years) | 5 years |
Warrants exercisable | 36,664 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - $ / shares | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 30, 2016 | |
Preferred stock, shares issued | 424,938 | 424,938 | |
Preferred stock, shares outstanding | 424,938 | 424,938 | |
Preferred stock dividend | $ 106,234.50 | ||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | |||
Shares cancelled | 363,611 | ||
Preferred stock, shares outstanding | 424,938 | ||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | Preferred Dividends [Member] | |||
Preferred stock, shares issued | 61,327 |
Secured Note (Details Narrative
Secured Note (Details Narrative) - Purchase Agreement [Member] | Feb. 27, 2020USD ($) |
Proceeds from sale | $ 1,000,000 |
Debt instrument, interest rate | 7.25% |
Debt instrument, maturity date | Aug. 31, 2020 |
Loan From Paycheck Protection_2
Loan From Paycheck Protection Program (PPP) (Details Narrative) - Paycheck Protection Program Loan [Member] | May 11, 2020USD ($) |
Proceeds from loan | $ 1,719,600 |
Debt instrument, maturity date | May 6, 2022 |
Debt instrument, interest rate | 1.00% |
Debt instrument, description | Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before July 12, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. |
Loan From U.S.Small Business _2
Loan From U.S.Small Business Administration (EIDL) (Details Narrative) - EIDL Loan [Member] | Jun. 18, 2020USD ($) |
Proceeds from loan | $ 149,900 |
Debt maturity term | 30 years |
Debt instrument, interest rate | 3.75% |
Debt instrument, description | Installment payments, including principal and interest of $731 monthly will begin 12 months from the date of promissory note. The balance of principal and interest will be payable 30 years from the date of the promissory note. |
Debt instrument principal and interest | $ 731 |
Exchange of Convertible Note _2
Exchange of Convertible Note and Promissory Notes (Details Narrative) - USD ($) | Jul. 03, 2020 | Jun. 30, 2020 |
Debt principal amount | $ 2,300,000 | |
Exchange Agreement [Member] | 2017 Notes [Member] | ||
Convertible debenture | $ 1,000,000 | |
Exchange Agreement [Member] | 1% Debenture [Member] | ||
Conversation price | $ 1.75 | |
Debt principal amount | $ 2,265,342 |
Registered Direct Offering (Det
Registered Direct Offering (Details Narrative) - USD ($) | Jun. 02, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock par value | $ 0.01 | $ 0.01 | |
Securities Purchase Agreement [Member] | June 2020 Registered Offering [Member] | |||
Number of common stock issued | 862,500 | ||
Common stock par value | $ 0.01 | ||
Offering price | $ 2 | ||
Proceeds from placement offering | $ 1,725,000 | ||
Securities Purchase Agreement [Member] | Placement Agent's Warrants [Member] | |||
Warrants to purchase common stock | 60,375 | ||
Sale of stock percentage | 7.00% | ||
Warrants exercise price | $ 2.20 | ||
Offering price percentage | 110.00% |
Revision of Prior Year Financ_3
Revision of Prior Year Financial Statements - Schedule of Consolidated Financial Statements Previously (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease right of use asset, net | $ 906,995 | $ 906,995 | $ 286,161 | |||
Total Other Assets | 17,237,156 | 17,237,156 | 17,692,161 | |||
Total Assets | 27,506,424 | 27,506,424 | 25,291,315 | |||
Current portion - operating lease liability | 208,663 | 208,663 | 120,052 | |||
Total Current Liabilities | 12,768,647 | 12,768,647 | 13,503,657 | |||
Operating lease liability, net | 708,237 | 708,237 | 169,897 | |||
Total Long-term Liabilities | 1,858,137 | 1,858,137 | 1,169,897 | |||
Total Liabilities | 14,626,784 | 14,626,784 | 14,673,554 | |||
Accumulated Deficit | (44,085,632) | (44,085,632) | (40,512,017) | |||
Total Stockholders' Equity | 12,879,640 | $ 10,860,900 | 12,879,640 | $ 10,860,900 | 10,617,761 | $ 10,759,097 |
Total Liabilities and Stockholders' Equity | 27,506,424 | 27,506,424 | 25,291,315 | |||
Interest expense | (372,288) | (156,660) | (532,348) | (299,214) | (694,926) | |
Total other income (expenses) | 1,105,788 | |||||
Loss before income taxes | (1,555,933) | (1,239,978) | (3,318,568) | (3,131,161) | (5,219,106) | |
Net loss | (1,573,418) | (1,256,568) | (3,357,945) | (3,116,540) | (5,607,763) | |
Net loss attributable to common stock holders | (1,681,253) | (1,362,802) | (3,573,615) | (3,328,479) | (6,033,766) | |
Total comprehensive loss | $ (1,665,899) | $ (1,380,943) | (3,593,764) | (3,327,906) | (6,060,751) | |
Comprehensive loss attributable to Company | $ (6,060,751) | |||||
Basic and diluted loss per share | $ (2.83) | |||||
Amortization of right of use asset | $ 3,788 | |||||
Net Cash Used in Operating Activities | $ (2,864,426) | $ (1,474,156) | (2,453,123) | |||
As Previously Reported [Member] | ||||||
Operating lease right of use asset, net | ||||||
Total Other Assets | 17,405,998 | |||||
Total Assets | 25,005,152 | |||||
Current portion - operating lease liability | ||||||
Total Current Liabilities | 14,383,605 | |||||
Operating lease liability, net | ||||||
Total Long-term Liabilities | ||||||
Total Liabilities | 14,383,605 | |||||
Accumulated Deficit | (40,508,231) | |||||
Total Stockholders' Equity | 10,621,547 | |||||
Total Liabilities and Stockholders' Equity | 25,005,152 | |||||
Interest expense | (691,138) | |||||
Total other income (expenses) | 1,109,576 | |||||
Loss before income taxes | (5,215,318) | |||||
Net loss | (5,603,975) | |||||
Net loss attributable to common stock holders | (6,029,978) | |||||
Total comprehensive loss | (6,056,963) | |||||
Comprehensive loss attributable to Company | $ (6,056,963) | |||||
Basic and diluted loss per share | $ (2.83) | |||||
Amortization of right of use asset | ||||||
Net Cash Used in Operating Activities | (2,453,123) | |||||
Adjustments [Member] | ||||||
Operating lease right of use asset, net | 286,161 | |||||
Total Other Assets | 286,161 | |||||
Total Assets | 286,161 | |||||
Current portion - operating lease liability | 120,052 | |||||
Total Current Liabilities | 120,052 | |||||
Operating lease liability, net | 169,897 | |||||
Total Long-term Liabilities | 169,897 | |||||
Total Liabilities | 289,949 | |||||
Accumulated Deficit | (3,788) | |||||
Total Stockholders' Equity | (3,788) | |||||
Total Liabilities and Stockholders' Equity | 286,163 | |||||
Interest expense | (3,788) | |||||
Total other income (expenses) | (3,788) | |||||
Loss before income taxes | (3,788) | |||||
Net loss | (3,788) | |||||
Net loss attributable to common stock holders | (3,788) | |||||
Total comprehensive loss | (3,788) | |||||
Comprehensive loss attributable to Company | $ (3,788) | |||||
Basic and diluted loss per share | ||||||
Amortization of right of use asset | $ 3,788 | |||||
Net Cash Used in Operating Activities |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Jul. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Common stock par value | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | Investor [Member] | Unregistered Warrant [Member] | |||
Warrant exercise price | $ 0.60 | ||
Subsequent Event [Member] | July 2020 Purchase Agreement [Member] | Investor [Member] | |||
Number of common stock issued | 373,766 | ||
Common stock par value | $ 0.01 | ||
Subsequent Event [Member] | July 2020 Purchase Agreement [Member] | Investor [Member] | Prefunded Warrants [Member] | |||
Warrants to purchase common stock | 150,000 | ||
Warrant exercise price | $ 0.01 | ||
Subsequent Event [Member] | July 2020 Purchase Agreement [Member] | Investor [Member] | Unregistered Warrant [Member] | |||
Number of common stock issued | 1,000,000 | ||
Warrants to purchase common stock | 340,448 | ||
Warrant exercise price | $ 1.828 | ||
Warrants term | 5 years |